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200501143 of the tax bills for the larger tax parcel on or before the due date therefor. Each Party's proportionate share of the tax bill for the larger tax parcel shall be determined by dividing the square footage of the portion of such Party's Tract within the larger tax Parcel by the square footage of the larger tax parcel; provided, however, if Buildings have been constructed on the larger tax parcel, the taxes assessed upon the Buildings shall be allocated on the basis of the Floor Area of such Buildings. At the request of any Party owning a Tract within the larger tax parcel, the Parties owning Tracts within the larger tax Parcel shall petition the appropriate governmental authority to create separate tax parcels for each of the Tracts affected thereby. 12.6 Condemnation. If any portion of the Shopping Center shall be condemned, or conveyed under threat of condemnation, the award shall be paid to the Party owning the land or the improvements taken, and the other Parties hereby waive and release any right to recover any value attributable to the property interest so taken, except that (i) if the taking includes improvements belonging to more than one Party, such as Utility Lines or signs, the portion of the award allocable thereto shall be used to relocate, replace or restore such jointly owned improvements to a useful condition, and (ii) if the taking includes easement rights which are intended to extend beyond the term of this OEA, the portion of the award allocable to each such easement right shall be paid to the respective grantee thereof. In addition to the foregoing, if a separate claim can be filed for the taking of any other property interest existing pursuant to this OEA which does not reduce or diminish the amount paid to the Party owning the land or the improvement taken, then the owner of such other property interest shall have the right to seek an award for the taking thereof. Except to the extent they burden the land taken, no easement or license set forth in this OEA shall expire or terminate based solely upon such taking. Notwithstanding anything to the contrary contained herein, during the term of the Kohl's Lease, the allocation between the fee owner of the Kohl's Tract and Kohl's of any condemnation award shall be made as they may have agreed between themselves, and in the absence of any such agreement, as provided by law 12.7 Construction and Interpretation. (a) The terms of this OEA and all easements granted hereunder shall constitute covenants running with the land and shall bind the real estate described herein and inure to the benefit of and be binding upon the signatories hereto and their respective successors and assigns who become Parties hereunder. This OEA is not intended to supersede, modify, amend or otherwise change the provisions of any prior instrument affecting the land burdened hereby. (b) This OEA and the Exhibits hereto contain all the representations and the entire agreement between the Parties with respect to the subject matter hereof. Any prior negotiations, correspondence, memoranda or agreements are superseded in total by this OEA and Exhibits hereto. (c) This OEA has been fully negotiated at arms length between the signatories hereto, after advice by counsel and other representatives chosen by such signatories. The signatories are fully informed with respect to the terms and provisions of this OEA, and no particular signatory shall be deemed the scrivener of this OEA. Based on the foregoing, the provisions of this OEA hereto shall be construed as a whole according to their common meaning and not strictly for or against any Party. GALEGAL \STORES \NE \GRAND ISLAND \OEA4.WPD 11/16/04 39